As Filed With the Securities and Exchange Commission on September 28, 1998
REGISTRATION NO. 33-12470
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 20
TO
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF
SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2
LIFE OF VIRGINIA SEPARATE ACCOUNT III
(Exact Name of Registrant)
THE LIFE INSURANCE COMPANY OF VIRGINIA
(Name of Depositor)
6610 West Broad Street, Richmond, Virginia 23230
(Address of Principal Executive Office)
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Patricia L. Dysart
Associate General Counsel
The Life Insurance Company of Virginia
6610 West Broad Street, Richmond, Virginia 23230
(Name and Address of Agent for Service of Process)
Copy to:
Stephen E. Roth
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Ave., N.W. Washington, D.C. 20004-2414
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It is proposed that this filing will become effective:
X immediately upon filing pursuant to paragraph (b) of Rule 485
____ on __ pursuant to paragraph (b) of Rule 485
____ 60 days after filing pursuant to paragraph (a) of Rule 485
____ on ______pursuant to paragraph (a) of Rule 485
Title of Securities Being Registered: Interest in a separate account under
Flexible Premium Variable Life Insurance
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The sole purpose of this filing is to file by EDGAR any exhibits that were
previously submitted as paper copies.
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EXHIBITS
1. The following exhibits correspond to those required by paragraph A of the
instructions as to exhibits in Form N-8B-2:
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(1)(a) Resolution of Board of Directors of Life of Virginia authorizing
the establishment of Separate Account III. 13/
(1)(b) Resolution of Board of Directors of Life of Virginia authorizing the
addition of Investment Subdivisions to Separate Account III. 13/
(1)(c) Resolution of Board of Directors of Life of Virginia authorizing the
addition of Fidelity Asset Manager Portfolio and Neuberger & Berman
Advisers Management Trust to Separate Account III. 13/
(1)(d) Resolution of Board of Directors of Life of Virginia authorizing the
establishment of Investment Subdivisions of Separate Account III which
invest in shares of Janus Aspen Series, Growth Portfolio, Aggressive
Growth Portfolio, and Worldwide Growth Portfolio. 13/
(1)(e) Resolution of Board of Directors of Life of Virginia authorizing the
establishment of additional Investment Subdivisions investing in shares
of the Utility Fund of the Insurance Management Series of the Variable
Insurance Products Fund II. 14/
(1)(f) Resolution of Board of Directors of Life of Virginia authorizing the
establishment of additional Investment Subdivisions of Separate Account
III which invest in shares of the Corporate Bond Fund of the Insurance
Management Series and the Contrafund Portfolio of the Variable Insurance
Products Fund II. 13/
(1)(g) Resolution of Board of Directors of Life of Virginia authorizing the
establishment of two additional Investment Subdivisions of Separate
Account III which invest in shares of the International Equity Portfolio
and the Real Estate Securities Portfolio of the Life of Virginia Series
Fund. 13/
(1)(h) Resolution of Board of Directors of Life of Virginia authorizing the
establishment of four additional Investment Subdivisions of Separate
Account III which invest in shares of the American Growth Portfolio and
the American Small Capitalization Portfolio of The Alger American Fund,
and the Balanced Portfolio and Flexible Income Portfolio of the Janus
Aspen Series. 13/
(1)(i) Resolution of Board of Directors of Life of Virginia authorizing the
establishment of two additional investment subdivisions of Separate
Account 4, investing in shares of the Federated American Leaders Fund II
of the Federated Insurance Series, and the International Growth
Portfolio of the Janus Aspen Series. 10/
(1)(j) Resolution of Board of Directors of Life of Virginia authorizing
additional Investment Subdivisions investing in shares of Growth and
Income Portfolio and Growth Opportunities Portfolio of Variable
Insurance Products Fund III; Growth II Portfolio and Large Cap Growth
Portfolio of the PBHG Insurance Series Fund, Inc.; and Global Income
Fund and Value Equity Fund of GE Investments Funds, Inc.11/
(1)(k) Resolution of Board of Directors of Life of Virginia authorizing
additional Investment Subdivisions investing in shares of Capital
Appreciation Portfolio of Janus Aspen Series.11/
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(1)(l) Resolution of Board of Directors of Life of Virginia authorizing
additional Investment Subdivisions investing in shares of U.S. Equity
Fund of G.E. Investments Funds, Inc., Growth and Income Fund of G.E.
Investments Funds, Inc. 13/
(2) Not Applicable
(3)(a) Underwriting Agreement dated December 12, 1998 between The Life
Insurance Company of Virginia and Capital Brokerage Corporation.13/
(3)(b) Dealer Sales Agreement dated December 13, 1997.13/
(3)(c) Product Commission Schedule 13/
(4) Not Applicable
(5)(a) Policy Form 13/
(5)(b) Endorsement to Policy 13/
(5)(b)(i) Endorsement to Policy 14/
(5)(c) Guarantee Account Rider 12/
(6)(a) Certificate of Incorporation of The Life Insurance Company of Virginia 13/
(6)(b) By-Laws of The Life Insurance Company of Virginia 13/
(7) Not Applicable
(8)(a) Stock Sale Agreement between The Life Insurance Company of Virginia
and Life of Virginia Series Fund, Inc. 12/
(8)(a)(i) Amendments to Stock Sale Agreement between The Life Insurance Company of
Virginia and Life of Virginia Series Fund, Inc. 12/
(8)(b) Participation Agreement among The Life Insurance Company of Virginia, Variable
Insurance Products Fund II and Fidelity Distributors Corporation. 12/
(8)(b)(i) Amendment to Participation Agreement among Variable Insurance Products
Fund,Fidelity Distributors Corporation, and The Life Insurance Company of
Virginia. 10/
(8)(b)(ii) Amendment to Participation Agreement among Variable Insurance Products
Fund II, Fidelity Distributors Corporation, and The Life Insurance Company of
Virginia. 10/
(8)(c) Participation Agreement Among Variable Insurance Products Fund, Fidelity
Distributors Corporation and The Life Insurance Company of Virginia. 12/
(8)(d) Agreement between Oppenheimer Variable Account Funds, Oppenheimer Management
Corporation and The Life Insurance Company of Virginia. 12/
(8)(d)(i) Amendment to Agreement between Oppenheimer Variable Account Funds,
Oppenheimer Management Corporation and The Life Insurance Company of Virginia. 12/
(8)(e) Fund Participation Agreement between Janus Aspen Series and The Life Insurance
Company of Virginia. 12/
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(8)(f) Fund Participation Agreement between Insurance Management Series, Federated
Securities Corp., and The Life Insurance Company of Virginia. 12/
(8)(g) Fund Participation Agreement between The Alger American Fund, Fred Alger and
Company, Inc., and The Life Insurance Company of Virginia. 12/
(8)(h) Fund Participation Agreement between Variable Insurance Products Fund III and
The Life Insurance Company of Virginia.11/
(8)(i) Fund Participation Agreement between PBHG Insurance Series Fund, Inc. and The
Life Insurance Company of Virginia.11/
(9) Not applicable
(10) Form of Application 12/
(11) Memorandum describing Life of Virginia's Issuance, Transfer, Redemption and
Exchange Procedures for Policies. 10/
2. See Exhibit 1(A)5
3. Consents of the following:
(3)(a) Opinion and Consent of J. Neil McMurdie, Associate Counsel and Assistant Vice
President for Life of Virginia.13/
(3)(b) Consent of Sutherland, Asbill & Brennan LLP, Outside Counsel.13/
(3)(c) Consent of KPMG Peat Marwick LLP.13/
(3)(d) Consent of Ernst & Young LLP.13/
4. Not Applicable
5. Not Applicable
6. Opinion and Consent of Actuary Bruce E. Booker, Vice President and Actuary of Life of
Virginia.13/
7. Power of Attorney dated April 16, 1997.11/
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9/ Incorporated by reference to Post-Effective Amendment No. 16 to the
Registration Statement of form S-6, for Life of Virginia Separate Account III,
filed with the Securities and Exchange Commission on October 31, 1995.
10/ Incorporated by reference to Post-Effective Amendment No. 17 to the
Registration Statement of form S-6, for Life of Virginia Separate Account III,
filed with the Securities and Exchange Commission on May 1, 1996.
11/ Incorporated by reference to Post-Effective Amendment No. 18 to the
Registration Statement of form S-6, for Life of Virginia Separate Account III,
filed with the Securities and Exchange Commission on May 1, 1997.
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12/ Incorporated by reference to Post-Effective Amendment No. 15 to the
Registration Statement of form S-6, for Life of Virginia Separate Account II,
filed with the Securities and Exchange Commission on May 1, 1998.
13/ Incorporated by reference to Post-Effective Amendment No. 19 to the
Registration Statement of form S-6, for Life of Virginia Separate Account III,
filed with the Securities and Exchange Commission on May 1, 1998.
14/ Incorporated herein
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
Life of Virginia Separate Account III, certifies that it meets all the
requirements for effectiveness of this registration statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this amendment to
the Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized, and its seal to be hereunto affixed and attested, all
in the County of Henrico in the Commonwealth of Virginia, on the 28 day of
September, 1998
Life of Virginia Separate Account III
(Seal)The Life Insurance Company of Virginia
(Depositor)
Attest: /s/ Laura Deusebio By: /s/ Selwyn L. Flournoy, Jr.
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Selwyn L. Flournoy, Jr.
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, The Life Insurance
Company of Virginia certifies that it meets the requirements for effectiveness
of this registration statement pursuant to Rule 485(b) under the Securities Act
of 1933 and has duly caused this amendment to the Registration Statement to be
signed on its behalf by the undersigned thereunto duly authorized, and its seal
to be hereunto affixed and attested, all in the County of Henrico in the
Commonwealth of Virginia on the 28 day of September, 1998.
(Seal)The Life Insurance Company of Virginia
Attest: /s/ Laura Deusebio By: /s/ Selwyn L. Flournoy, Jr.
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Selwyn L. Flournoy, Jr.
Senior Vice President
Given under my hand this 28 day of September, 1998 in the City/County of
Henrico, Commonwealth of Virginia.
/s/ Laura Deusebio
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Notary Public
January 30, 2000
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My Commission Expires
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Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
RONALD V. DOLAN Director, Chairman of the Board 9/29/98
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Ronald V. Dolan
/s/ Selwyn L. Flournoy, Jr. Director, Senior Vice President 9/28/98
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Selwyn L. Flournoy, Jr.
LINDA L. LANAM Director, Senior Vice President 9/28/98
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Linda L. Lanam
ROBERT D. CHINN Director, Senior Vice President 9/28/98
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Robert D. Chinn
VICTOR C. MOSES Director 9/28/98
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Victor C. Moses
GEOFFREY S. STIFF Director 9/28/98
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Geoffrey S. Stiff
By /s/ Selwyn L. Flournoy, Jr., pursuant to Power of Attorney executed on April
16, 1998.
EXHIBIT (1) (e)
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UNANIMOUS WRITTEN CONSENT OF
THE EXECUTIVE COMMITTEE OF
THE BOARD OF DIRECTORS OF
THE LIFE INSURANCE COMPANY OF VIRGINIA
The undersigned, being all of the members of the Executive Committee of the
Board of Directors of The Life Insurance Company of Virginia, a Virginia
corporation, in lieu of a meeting held for the purpose and pursuant to the
provisions of Section 13.1-685 of the Code of Virginia do hereby approve the
following resolutions:
WHEREAS, The Executive Committee of the Board of Directors of The Life Insurance
Company of Virginia ("Company"), pursuant to the provisions of Section 38.2-3113
of the Code of Virginia, adopted resolutions establishing Life of Virginia
Account III ("Separate Account III") on February 10, 1987; and
WHEREAS, The Company wishes to establish one additional investment subdivision
of Separate Account III which will invest in shares of the Utility Fund
portfolio of the Insurance Management Series;
NOW, THEREFORE, BE IT RESOLVED, That the Executive Committee of the Board of
Directors of the Company does hereby establish and create the following
additional investment subdivisions of Separate Account III which will invest in
shares of the mutual fund portfolios set forth below:
INVESTMENT SUBDIVISION TO BE INVESTED IN
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IMS Utility Insurance Management Series - Utility Fund
FURTHER RESOLVED, That the President, or any Senior Vice President, and each of
them, with full power to act without the others, are hereby severally authorized
to execute whatever agreement or agreements as may be necessary or appropriate
to enable such investments to be made; and the Executive Committee hereby
ratifies the action of any such officer in executing any such agreement prior to
the date of these resolution; and
FURTHER RESOLVED, That the President, or any Senior Vice President, and each of
them, with full power to act without the others, are hereby severally authorized
to execute and deliver such other documents and do such acts and things as each
of them may deem necessary or desirable to carry out the foregoing resolutions
and the intent and purposes thereof.
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/s/ William D. Baldwin 7 Nov 94 /s/ Robert A. Bowen 11/11/94
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WILLIAM D. BALDWIN DATE ROBERT A. BOWEN DATE
/s/ Daniel T. Cox 11/11/94 /s/ Selwyn L. Flournoy, Jr. 11/7/94
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DANIEL T. COX DATE SELWYN L. FLOURNOY, JR. DATE
/s/ H. Gaylord Hodges, Jr. 11/7/94 /s/ Linda L. Lanam 11/3/94
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H. GAYLORD HODGES, JR. DATE LINDA L. LANAM DATE
/s/ J. Garnett Nelson 11/7/94 /s/ John J. Palmer 11/16/94
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J. GARNETT NELSON DATE JOHN J. PALMER DATE
/s/ Paul E. Rutledge III 11/7/94
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PAUL E. RUTLEDGE III DATE
EXHIBIT (5) (b) (I)
This policy is amended as follows:
The provision, Transfers is deleted in its entirety and replaced with the
following:
Transfers
You may transfer amounts among the Investment Subdivisions of the Separate
Account by sending a written request to us at our Home Office. We reserve the
right to limit the number of transfers if it is necessary for the policy to
continue to be treated as a life insurance policy by the IRS. We also reserve
the right to refuse to execute any transfer if any of the Investment
Subdivisions that would be affected by the transfer are unable to purchase or
redeem shares of the Mutual Fund in which the Investment Subdivision invests.
The transfer will be effective as of the end of the valuation period during
which we receive your request at our Home Office. The first transfer in each
calendar month will be made without a transfer charge. Thereafter, each time
amounts are transferred a transfer charge will be imposed. This transfer charge
is shown in the policy data pages. When we make transfers, the cash value on the
date of the transfer will not be affected by the transfer except to the extent
of the transfer charge. The transfer charge will be taken from the amount
transferred.
For THE LIFE INSURANCE COMPANY OF VIRGINIA
Richard T. Maurer
President
